Enrique Ma. Barretto vs. City of Manila (G.R. No. 3148, February 6, 1907, 7 Phil 416)

FACTS:
Enrique Ma. Barretto donates his lot in front of Malacanang Palace to the City of Manila, on the condition that "no structures shall be erected upon the land and that it will not be devoted to any purpose other than the beautifying of the vicinity, and for this purpose the city should acquire such of the adjoining land as may be necessary to form with mine a public square with gardens and walks." The Ayuntamiento and the Corregimiento of the City declared its acceptance over Barretto's offer, both requesting for its documents and necessary deeds of conveyance. Barretto thereafter sent to the Ayuntamiento the necessary documents, and until the month of February, 1903, appears to have had the idea that a formal transfer of the plot had been executed by him; in fact, it had not been.

However, the city entered into possession of the land, building a railing separating it from the adjoining property, and ever since that time the ground has been used as part of the public street, increasing the width thereof opposite the exit from the Palace and substantially improving the appearance of the locality. Barretto brought the action to recover possession of the land on account of the failure of the city to comply with the conditions of the donation.

HELD:
Although a formal conveyance of the property appears to have never been made, yet the taking possession of the land by the city upon the terms contained in the offer and acceptance give effect to the latter.

The whole negotiation must be taken into consideration in order to determine what was in the minds of the parties at the time. The plaintiff's proposition was unmistakable. If the city designed to reject any part of it while accepting the rest, such rejection should have been in express terms. Not only do we fail to find any such rejection, but in the letter of June 19 there appears to be in its concluding words an express recognition of the terms imposed, when it is provided that the deed of cession shall be drawn "with the restrictions indicated by you." This is a reference to the restrictions in the letter of the plaintiff and operates of necessity as an acceptance of them.